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01/31/2024 Agreement °,,I COURJB' Kevin Madok, CPA 5ts cOUNSy 4 Clerk of the Circuit Court& Comptroller Monroe County, Florida DATE: June 11, 2024 TO: Beth Bergh Land Acquisition & Management FROM: Liz Yongue, Deputy Clerk SUBJECT: January 31, 2024 BOCC Meeting The following item has been executed and added to the record: F8 10-year Contract with Florida Fish& Wildlife Conservation Commission "FFWCC" to Continue Funding the Removal of Invasive Exotic Plants from Monroe County Conservation Lands in the Total Amount of Funding Not to Exceed $2.5 Million Over the 10- year Period. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 GOVERNMENTAL CONTRACT STATE OF FLORIDA FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION FWC Contract No. 23007 This contract is entered into by and between the Florida Fish and Wildlife Conservation Commission,whose address is 620 South Meridian Street, Tallahassee, Florida 32399-1600,hereafter"Commission" or"FWC,"and Monroe County, FL, 59-6000749-011,whose address is Monroe County Board of Commissioners, I100 Simonton St., Key West, FL 33040,hereinafter"Contractor", collectively, "Parties". INTRODUCTORY CLAUSES The Commission and Contractor intend to partner together for the treatment of invasive plant species. The Contractor shall provide the services and perform the specific responsibilities and obligations, as set forth in the Scope of Work (Attachment A), Sample Task Assignment Notification Form (Attachment B), and Sample Task Assignment Change Order Form (Attachment C),which specifically identifies project tasks and accompanying deliverables. These deliverables must be submitted and approved by the Commission prior to any payment.The Commission will not accept any deliverable that does not comply with the specified required minimum level of service to be performed and the criteria for evaluating the successful completion of each deliverable.No minimum level of work is guaranteed as a result of this Contract. The Commission has awarded this Contract pursuant to the requirements of Sections 287.057, Florida Statutes (ES.); and Such benefits are for' the ultimate good of the State of Florida,its resources,wildlife, and public welfare. TERMS OF THE CONTRACT The Commission and the Contractor, for the considerations stated in this Contract, agree as follows: Section 1. PROJECT DESCRIPTION. The Contractor shall provide the services and products, and perform the specific responsibilities and obligations, as set forth in the Scope of Work, attached hereto as Attachment A,which specifically identifies project tasks and accompanying deliverables.These deliverables must be submitted and approved by the Commission prior to any payment. The Commission will not accept any deliverable that does not comply with the specified required minimum level of service to be performed and the criteria for evaluating the successful completion of each deliverable. If this Contract was competitively procured, the Contractor's response to the Commission's solicitation is hereby incorporated by reference. Section 2. PERFORMANCE. A. Contractor Performance. The Contractor shall perform the activities described in Attachment A in a proper and satisfactory manner. Unless otherwise provided for in Attachment A, any and all equipment,products, or materials necessary or appropriate to perform under this Contract shall be supplied by the Contractor. Contractor shall obtain all necessary local, state, and federal authorizations necessary to complete this project, and the Contractor shall be licensed as necessary to perform under this Contract as may be required by law,rule, or regulation; FWC Contract No. 23007 the Contractor shall provide evidence of such compliance to the Commission upon request. The Contractor shall procure all supplies and pay all charges, fees, taxes, and incidentals that may be required for the completion of this Contract. By acceptance of this Contract, the Contractor warrants that it has the capability,integrity, and reliability to assure good-faith performance. Contractor shall immediately notify the Commission's Contract Manager in writing if its ability to perform under the Contract is compromised in any manner during the term of the Contract. The Commission shall take appropriate action,including potential termination of this Contract in the event Contractor's ability to perform under this Contract becomes compromised. B. Contractor Responsibilities. Contractor agrees that all Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification.All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the Commission. The Commission may conduct, and Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Contractor. The Commission may refuse access to, or require replacement of, any personnel for cause, including,but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with the Commission's security or other requirements. Such refusal shall not relieve Contractor of its obligation to perform all work in compliance with the Contract. The Commission may reject and bar from any facility for cause any of Contractor's employees, subcontractors, or agents. C. Commission Rights to Assign or Transfer. Contractor agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Contract to another governmental agency in the State of Florida, upon giving prior written notice to Contractor. Section 3. CONTRACT PERIOD. A. Contract Period and Limited Obligation Period. This Contract shall begin upon execution by both Parties, or July 1, 2023, (whichever is later), and ends 06/30/2033, inclusive. The Commission shall not be obligated to pay for costs related to this Contract prior to its beginning date or after its ending date. B. Renewal—Competitive Procurement. If this Contract was competitively procured pursuant to Section 287.057, Florida Statues, the renewal pnce(s) must be set forth in the Contractor's response to the Commission's bid document. The renewal pnce(s) for this Contract are included in Attachment A. If applicable,renewal of this Contract shall be subject to the availability of funds, satisfactory performance evaluations by the Commission, and at the discretion of the Commission; it must also be in writing and subject to the same terms and conditions of this Contract. Renewal amendments must be executed prior to the end date of the Contract.Any costs associated with a renewal may not be passed onto the Commission. C. Renewal—Exceptional Purchase. If this Contract was procured by an exceptional purchase pursuant to Subsections 287.057(3)(a) or(3)(c), Florida Statutes (ES.), it may not be renewed. Subsection 287.057(13), F.S.,provides that contracts for Governmental Vendor Contract Last Revised: 11.1.2022 Page 2 of 26 FWC Contract No. 23007 commodities or contractual services may be renewed for up to three (3)years, or for a total term not to exceed the original Contract period, whichever is longer. If applicable,renewal of this Contract shall be subject to the availability of funds, satisfactory performance evaluations by the Commission, and at the discretion of the Commission; it must also be in writing and subject to the same terms and conditions of this Contract. Renewal amendments must be executed prior to the end date of the Contract.Any costs associated with a renewal may not be passed onto the Commission. D. Renewal Period. This Contract may not be renewed. E. Extension. If this is a contract for contractual services, any extension of this contract as provided for in Attachment A, shall be in writing for a period not to exceed six(6) months and shall be subject to the same terms and conditions set forth in the initial contract. There shall be only one extension of this contract unless the failure to meet the criteria set forth in the contract for completion of the contract is due to events beyond the control of the contractor. Section 4. COMPENSATION AND PAYMENTS. A. Compensation. B. As consideration for the services rendered by the Contractor under the terms of this Contract,the Commission shall pay the Contractor on a fixed price basis per Task Assignment.The total task assignment value amount shall not exceed$2,500,000.00 for the life of contract. The Commission shall pay the Contractor for satisfactory performance of the tasks identified in Attachment A generally, and specifically Attachment B and as applicable in Attachment C, as evidenced by the completed deliverables,upon submission of invoices, accompanied by supporting documentation sufficient to justify invoiced expenses or fees, and after acceptance of services and deliverables in writing by the Commission's Contract Manager. Unless otherwise specified in Attachment A generally, and specifically Attachment B and as applicable in Attachment C, invoices shall be due monthly, commencing from the start date of this Contract. Invoices must be legible and must clearly reflect the goods or services that were provided in accordance with the terms of the Contract for the invoice period.Unless otherwise specified in Attachment A generally, and specifically Attachment B and as applicable in Attachment C, a final invoice shall be submitted to the Commission no later than forty-five (45) days following the expiration date of this Contract to assure the availability of funds for payment. Costs under this Contract must be obligated, and all work completed by the Contractor by the end of the Contract period. C. Invoices. Each invoice shall include the Commission Contract Number and the Contractor's Federal Employer Identification (FEID)Number. Invoices may be submitted electronically to the attention of the Commission's Contract Manager. If submitting hard copies, an original and two (2) copies of the invoice, plus all supporting documentation, shall be submitted.All bills for amounts due under this Contract shall be submitted in detail sufficient for a proper pre-audit and post-audit thereof. Contractor acknowledges that the Commission's Contract Manager shall reject invoices lacking documentation necessary to justify invoiced expenses. Governmental Vendor Contract Last Revised: 11.1.2022 Page 3 of 26 FWC Contract No. 23007 D. Travel Expenses. If authorized in Attachment A, travel expenses shall be reimbursed in accordance with Section 112.061, F.S. E. State Obligation to Pay. The State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. The Parties hereto understand that this Contract and any renewal thereof is not a commitment to future appropriations but is subject to appropriation and authority to spend provided by the Legislature. The Commission shall be the final authority as to the availability of funds for this Contract, and as to what constitutes an "annual appropriation"of funds to complete this Contract. If such funds are not appropriated or available for the Contract purpose, such event will not constitute a default on behalf of the Commission or the State. The Commission's Contract Manager shall notify Contractor in writing at the earliest possible time if funds are not appropriated or available. F. Non-Competitive Procurement and Rate of Payment. Section 216.3475, F.S.,requires that under non-competitive procurements, a Contractor may not receive a rate of payment in excess of the competitive prevailing rate for those services unless expressly authorized in the General Appropriations Act. If applicable, Contractor warrants,by execution of this Contract, that the amount of non-competitive compensation provided in this Contract is in compliance with Section 216.3475, F.S. G. Fixed Price If any deliverables in Attachment A generally, and specifically Attachment B and as applicable in Attachment C, indicate some portion of the Contract is fixed price, the Contractor shall be paid on a fixed price basis for eligible Project costs upon the completion, submittal, and approval of each of those deliverables. Contracts including services with fixed price deliverables are for tasks that are generally more complex. The units are larger(months or quarters, for example, or a milestones,phases, and tasks) and encapsulate a required level of performance that is quantifiable and measurable. For example, Contracts paying for months of prevention services for 25 youth or to create a museum exhibit(to be paid out in phases upon reaching specified percentages of completion) are frequently paid on a fixed price basis. Invoices for deliverables paid on a fixed price basis must identify the deliverable(s) that was completed and the price per completed deliverable. In addition, the invoice (or invoice backup) must demonstrate that the minimum performance level was met for each deliverable. H. Fixed Unit Price If any deliverables in Attachment A generally, and specifically Attachment B and as applicable in Attachment C, indicate some portion of the Contract is fixed fee price, the Contractor shall be paid on a fixed fee/unit rate basis for"as needed" services in which the specific quantity of units to be completed each period are variable as identified in Attachment A generally, and specifically Attachment B and as applicable in Attachment C,. Fixed Fee/Unit Rate deliverables are generally used when the Contracts'tasks are finite and are not complex. Service types may include language translation services (in which the deliverable is each minute of translation services) or health screening test services (in which the deliverable is each health screening test completed.) Invoices for fixed fee/unit rate payment type deliverables must identify the deliverable(s) (unit of service), the number of units completed and the cost per unit. To be eligible for payment, costs must also be in compliance with other laws,rules, and regulations applicable to expenditures of State funds, including,but not limited to, the Reference Guide for State Expenditures. Governmental Vendor Contract Last Revised: 11.1.2022 Page 4 of 26 FWC Contract No. 23007 I. Time Limits for Payment of Invoices. Payments shall be made in accordance with Sections 215.422 and 287.0585, F.S., governing time limits for payment of invoices. Section 215.422, F.S.provides that agencies have five (5) working days to inspect and approve goods and services, unless bid specifications or Attachment A generally, and specifically Attachment B and as applicable in Attachment C, specifies otherwise. If payment is not available within forty (40) days, measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved, a separate interest penalty set by the Department of Financial Services pursuant to Section 55.03(1), F.S., will be due and payable in addition to the invoice amount. Invoices returned to a vendor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the agency. J. Electronic Funds Transfer. Contractor agrees to enroll in Electronic Funds Transfer(EFT), offered by the State's Chief Financial Officer, within thirty (30) days of the date the last Party has signed this Contract. Copies of the Authorization form and a sample blank enrollment letter can be found on the vendor instruction page at: https://www.myfloridacfo.com/division/aa/vendors. Questions should be directed to the State of Florida's EFT Section at(850) 413-5517. Once enrolled, invoice payments will be made by EFT. K.Vendor Ombudsman. A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a State agency, may be contacted at(850) 413-5516 or by calling the Chief Financial Officer's Hotline, (800) 342-2762. Section 5. WFLORIDAMARKETPLACE VENDOR REGISTRATION AND TRANSACTION FEE. A. MyFloridaMarketPlace In accordance with Rule 60A-1.033 of the Florida Administrative Code (F.A.C.), each vendor doing business with the State for the sale of commodities or contractual services as defined in Section 287.012, F.S., shall register in the MyFloridaMarketPlace system, unless exempted under Rule 60A-1.033(3), F.A.C. Information about the registration process is available, and registration may be completed, at the MyFloridaMarketPlace website. Interested persons lacking Internet access may request assistance from the MyFloridaMarketPlace Customer Service at(866-352-3776) or from State Purchasing, 4050 Esplanade Way, Suite 300, Tallahassee, Florida 32399. B. Transaction Fee. Pursuant to Section 287.057(22), F.S., all payments, unless exempt under Rule 60A-1.033(3), F.A.C., shall be assessed a Transaction Fee, which the Vendor shall pay to the State. For payments within the State accounting system (Florida Accounting Information Resource, FLAIR, or its successor), the Transaction Fee shall,when possible,be automatically deducted from payments to the Vendor. If automatic deduction is not possible, the Vendor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments,Vendor certifies their correctness.All such reports and payments shall be subject to audit by the State or its designee. Governmental Vendor Contract Last Revised: 11.1.2022 Page 5 of 26 FWC Contract No. 23007 Section 6. RETURN OR RECOUPMENT OF FUNDS A. Overpayments to Contractor. The Contractor shall return to the Commission any overpayments due to unearned funds or funds disallowed pursuant to the terms of this Contract that were disbursed to Contractor by the Commission. In the event that the Contractor or its independent auditor discovers that overpayment has been made, the Contractor shall repay said overpayment within forty(40) calendar days without prior notification from the Commission. In the event that the Commission first discovers an overpayment has been made, the Commission will notify the Contractor in writing. Should repayment not be made in a timely manner, the Commission shall be entitled to charge interest at the lawful rate of interest established pursuant to Section 55.03(1), F.S., on the outstanding balance beginning forty (40) calendar days after the date of notification or discovery. Refunds should be sent to the Commission's Contract Manager and made payable to the "Florida Fish and Wildlife Conservation Commission." B. Additional Costs or Monetary Loss Resulting from Contractor Non-Compliance. If the Contractor's non-compliance with any provision of the Contract results in additional cost or monetary loss to the Commission or the State of Florida, the Commission can recoup that cost or loss from monies owed to Contractor under this Contract or any other contract between Contractor and the Commission. In the event that the discovery of this cost or loss arises when no monies are available under this Contract or any other contract between Contractor and the Commission, Contractor will repay such cost or loss in full to the Commission within thirty (30) days of the date of notice of the amount owed,unless the Commission agrees,in writing, to an alternative timeframe. If the Contractor is unable to repay any cost or loss to the Commission, the Commission shall notify the State of Florida, Department of Financial Services, for resolution pursuant to Section 17.0415, F.S. Section 7. COMMISSION EXEMPT FROM TAXES,PROPERTY EXEMPT FROM LIEN. The Contractor recognizes that the State of Florida,by virtue of its sovereignty,is not required to pay any taxes on the services or goods purchased under the terms of this Contract. Contractor is placed on notice that this exemption generally does not apply to other parties of this Contract, contractors,or subcontractors.Any questions regarding this tax exemption should be addressed to the Commission Contract Manager. If the Contract involves the improvement of real property titled to the State of Florida, then the following paragraph applies. The Contractor acknowledges that property being improved is titled to the State of Florida and is not subject to lien of any kind for any reason. The Contractor shall include notice of such exemptions in any subcontracts and purchase orders issued hereunder. Section 8. MONITORING. The Commission's Contract Manager shall actively monitor Contractor's performance and compliance with the terms of this Contract. The Commission reserves the right for any Commission staff to make scheduled or unscheduled, announced or unannounced monitoring visits. Specific monitoring terms, conditions, and schedules may be included in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. Governmental Vendor Contract Last Revised: 11.1.2022 Page 6 of 26 FWC Contract No. 23007 Section 9. TERMINATION. A. Commission Unilateral Termination. The Commission may unilaterally terminate this Contract for convenience by providing the Contractor with thirty (30) calendar days of written notice of its intent to terminate. Contractor shall not be entitled to recover any cancellation charges or lost profits. B. Termination—Fraud or Willful Misconduct. This Contract shall terminate immediately in the event of fraud or willful misconduct on the part of the Contractor. In the event of such termination, the Commission shall provide Contractor with written notice of termination. C. Termination-Funds Unavailability. In the event funds to finance this Contract become unavailable or if federal or state funds upon which this Contract is dependent are withdrawn or redirected, the Commission may terminate this Contract upon no less than twenty-four(24) hours'notice in writing to Contractor. Said notice shall be delivered by certified mail, return receipt requested or in person with proof of delivery. The Commission shall be the final authority as to the availability of funds and will not reallocate funds appropriated for this Contract to another program thus causing "lack of funds."In the event of termination of this Contract under this provision, Contractor will be compensated for any work satisfactorily completed prior to notification of termination. D. Termination—Other. The Commission may terminate this Contract if the Contractor fails to: 1.) comply with all terms and conditions of this Contract; 2.)produce each deliverable within the time specified by the Contract or extension; 3.) maintain adequate progress, thus endangering the performance of the Contract; or, 4.) abide by any statutory,regulatory, or licensing requirement. The Commission shall give written notice to the Contractor of its intent to terminate the Contract for cause. In the notice, the Commission shall provide an opportunity for the Contractor to correct the deficiency or provide a corrective action plan to correct the deficiency for the Commission, in its sole determination, to approve or disapprove. If no corrective action plan is submitted and approved, the Contractor shall cure the deficiencies cited by the Commission in its notice within fifteen (15) calendar days of receipt of such notice. If the Contractor does not cure the deficiencies to the Commission's satisfaction within the fifteen (15) calendar days, or within the time prescribed in an approved corrective action plan if one was provided, the Contract will be terminated for cause.At that time, the Commission will send a second notice to the Contractor noting that this Contract is being terminated for cause upon receipt of the notice and documenting the reasons this Contract is being terminated. The Commission reserves the right in its sole discretion, to determine if the Contractor's deficiencies are legally excusable, or to extend the time to cure the deficiencies in writing. The Contractor's damages for termination for cause shall be limited to the cost of work actually performed and approved by the Commission. Section 287.1351, F.S., governs the procedure and consequences for default. The rights and remedies of the Commission in this clause are in addition to any other rights and remedies provided by law or under the Contract. Contractor shall not be entitled to recover any cancellation charges or lost profits. E. Contractor Discontinuation of Activities upon Termination Notice. Upon receipt of notice of termination, the Contractor shall,unless the notice directs otherwise, immediately discontinue all activities authorized hereunder. Upon termination of this Contract, the Contractor shall Governmental Vendor Contract Last Revised: 11.1.2022 Page 7 of 26 FWC Contract No. 23007 promptly render to the Commission all property belonging to the Commission. For the purposes of this section,property belonging to the Commission shall include,but shall not be limited to, all books and records kept on behalf of the Commission. Section 10. REMEDIES. A. Financial Consequences. In accordance with Section 287.058(1)(h), F.S., provided for in Attachment A generally, and specifically Attachment B and as applicable in Attachment C, contains clearly defined deliverables. If Contractor fails to produce each deliverable within the time frame specified by Attachment A generally, and specifically Attachment B and as applicable in Attachment C, the budget amount allocated for that deliverable will be deducted from Contractor's payment. The Commission shall apply any additional financial consequences identified in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. B. Cumulative Remedies. The rights and remedies of the Commission in this paragraph are in addition to any other rights and remedies provided by law or under the Contract. Section 11. NOTICES AND CORRESPONDENCE. Any and all notices shall be delivered to the individuals identified below. In the event that any Parry designates a different Contract Manager after the execution of this Contract,the Parry will provide written notice of the name, address,zip code,telephone and fax numbers, and email address of the newest Contract Manager or individual authorized to receive notice on behalf of that Party to all other Parties as soon as possible,but not later than five (5)business days after the new Contract Manager has been named.A designation of a new Contract Manager shall not require a formal Amendment to the Contract. COMMISSION CONTRACT MANAGER VENDOR CONTRACT MANAGER CONTACT CONTACT INFORMATION: INFORMATION: David McNiel Beth Bergh Biological Scientist III Monroe County Land Steward Invasive Plant Management Section c/o Monroe County Land Authority 3800 Commonwealth Blvd, M.S. 705 1200 Truman Avenue, Suite 207 Tallahassee, FL 32399 Key West, FL 33040 850.617.9427 305.298.6313 David.mcniet(a>,m fwc.com Bergh-beth(�monroecounty-fl.gov Section 12. AMENDMENT. A. Waiver or Modification. No waiver or modification of this Contract or of any covenant, condition, or limitation herein contained shall be valid unless in writing and lawfully executed by both Parties. Governmental Vendor Contract Last Revised: 11.1.2022 Page 8 of 26 FWC Contract No. 23007 B. Change Orders. The Commission may, at any time,by written order, make a change to this Contract. Such changes are subject to the mutual agreement of both Parties as evidenced in writing.Any change which causes an increase or decrease in the Contractor's cost or time shall require an Amendment. Minor changes, such as those updating a Party's contact information, may be accomplished by a Modification. C. Renegotiation upon Change in Law or Regulations. The Parties agree to renegotiate this Contract if federal and/or state revisions of any applicable laws or regulations make changes in the Contract necessary. Section 13. PROPERTY RIGHTS. A. Intellectual and Other Intangible Property. i. Contractor's Preexisting Intellectual Property(Proprietary) Rights.Unless specifically addressed otherwise in Attachment A,intellectual and other intangible property rights to the Contractor's preexisting property will remain with the Contractor. Contractor shall indemnify and hold harmless the Commission and its employees from any liability,including costs, expenses, and attorney's fees,for or on account of any copyrighted,patented, or un-patented invention,process or article manufactured or supplied by Contractor. ii. Proceeds Related to Intellectual Property Rights.Proceeds derived from the sale, licensing, marketing or other authorization related to any intellectual and other intangible property right created or otherwise developed by the Contractor under this Contract for the Commission shall be handled in the manner specified by applicable Florida State Statute and/or Federal program. iii. Commission Intellectual Property Rights.Where activities supported by this Contract produce original writing, sound recordings,pictorial reproductions, drawings, or other graphic representation and works of any similar nature, the Commission and the State of Florida have the unlimited, royalty-free,nonexclusive,irrevocable right to use, duplicate and disclose such materials in whole or in part,in any manner, for any purpose whatsoever and to have others acting on behalf of the Commission to do so.If this Contract is supported by federal funds, the federal awarding agency reserves a royalty-free,nonexclusive and irrevocable right to reproduce,publish, or otherwise use the work for federal purposes, and to authorize others to do so. B. Purchase or Improvement of Real Property. This Contract is not for the purchase or improvement of real property, therefore, the following terms and conditions do not apply. i. Title.If this Contract is supported by state funds, the Contractor shall comply with Section 287.05805,F.S. This section requires the Contractor to grant a security interest in the property to the State of Florida, the type and details of which are provided for in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. Title to state-owned real property remains vested in the state. ii. Use. State-owned real property will be used as provided in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. Governmental Vendor Contract Last Revised: 11.1.2022 Page 9 of 26 FWC Contract No. 23007 C. Non-Expendable Property. i. Non-Expendable Property Defined. For the requirements of this section of the Contract, "non- expendable property"is the same as "property" as defined in Section 273.02, F.S. (equipment, fixtures, and other tangible personal property of a non-consumable and non-expendable nature,with a value or cost of$5,000.00 or more, and a normal expected life of one (1)year or more; hardback- covered bound books that are circulated to students or the general public,with a value or cost of $25.00 or more; and uncirculated hardback-covered bound books,with a value or cost of$250.00 or more). ii. Title to Non-Expendable Property. Title (ownership) to all non-expendable property acquired with funds from this Contract shall be vested in the Commission and said property shall be transferred to the Commission upon completion or termination of the Contract unless otherwise authorized in writing by the Commission or unless otherwise specifically provided for in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. Section 14. RELATIONSHIP OF THE PARTIES. A. Independent Contractor. The Contractor shall perform as an independent contractor and not as an agent,representative, or employee of the Commission. The Contractor covenants that it presently has no interest and shall not acquire any interest that would conflict in any manner or degree with the performance of services required. Each Party hereto covenants that there is no conflict of interest or any other prohibited relationship between the Contractor and the Commission. B. Contractor Training Qualifications. Contractor agrees that all Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. C. Commission Rights to Undertake or Award Supplemental Contracts. Contractor agrees that the Commission may undertake or award supplemental contracts for work related to the Contract. Contractor and its subcontractors shall cooperate with such other contractors and the Commission in all such cases. Section 15. SUBCONTRACTS. The Contractor is permitted to subcontract work under this Agreement, therefore, the following terms and conditions apply. A. Authority. The Contractor shall ensure, and provide assurances to the Commission upon request, that any subcontractor selected for work under this Contract has the necessary qualifications and abilities to perform in accordance with the terms and conditions of this Contract. The Contractor must provide the Commission with the names of any subcontractor considered for work under this Contract; the Commission in coordination with the Contractor reserves the right to reject any subcontractor. The Contractor agrees to be responsible for all work performed and all expenses incurred with the project.Any subcontract arrangements must be evidenced by a written document available to the Commission upon request. The Governmental Vendor Contract Last Revised: 11.1.2022 Page 10 of 26 FWC Contract No. 23007 Contractor further agrees that the Commission shall not be liable to the extent allowed by law, to any subcontractor for any expenses or liabilities incurred under the subcontract and the Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. B. Contractor Payments to Subcontractor. If subcontracting is permitted pursuant to Paragraph A, above, the Contractor agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from the Commission in accordance with Section 287.0585, F.S., unless otherwise stated in the contract between Contractor and subcontractor. Contractor's failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Contractor and paid to the subcontractor in the amount of one-half of one percent(0.50%) of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen percent (15%) of the outstanding balance due. C. Commission Right to Reject Subcontractor Employees. The Commission shall retain the right to reject any of the Contractor's or subcontractor's employees whose qualifications or performance, in the Commission's judgment, are insufficient. D. Subcontractor as Independent Contractor. If subcontracting is permitted pursuant to Paragraph A above, the Contractor agrees to take such actions as may be necessary to ensure that each subcontractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant,joint venturer, or partner of the State of Florida. Section 16. MANDATORY DISCLOSURE. These disclosures are required by State law, as indicated, and apply when this Contract includes State funding; and by Federal law, as indicated. A. Disclosure of Interested State Employees. This Contract is subject to Chapter 112, F.S. Contractors shall provide the name of any officer, director, employee, or other agent who is also an employee of the State of Florida. Contractors shall also disclose the name of any State employee who owns, directly or indirectly, an interest of five percent(5%) or more in Contractor or its affiliates. B. Convicted Vendors. Contractor hereby certifies that neither it,nor any person or affiliate of Contractor, has been convicted of a Public Entity Crime as defined in section 287.133, F.S., nor placed on the convicted vendor list. Contractor shall have a continuing obligation to disclose, to the Commission, in writing,if it, its principals,recipient, subrecipient, contractor, or subcontractor, are on the convicted vendors list maintained by the Florida Department of Management Services pursuant to Section 287.133(3)(d), F.S. i. Convicted Vendor List.Pursuant to Subsection 287.133(2)(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not be awarded or perform work as a Contractor, supplier, subcontractor or consultant under a contract with any public entity and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S., for Category Two for a period of thirty-six(36) months from the date of being placed on the convicted vendor list. The State of Florida, Department of Management Services, Division of State Purchasing provides listings for convicted, suspended, Governmental Vendor Contract Last Revised: 11.1.2022 Page 11 of 26 FWC Contract No. 23007 discriminatory and federal excluded parties, as well as the vendor complaint list at: http://www.dms.myflorida.com/business_op�Lrations/state purchasing/vendor information/convicte d suspended discriminatory complaints vendor lists 11. Notice of Conviction of Public Entity Crime.Any person must notify the Department of Management Services and the Commission,in writing,within thirty(30) days after conviction of a public entity crime applicable to that person or an affiliate of that person as defined in Section 287.133,F.S. III. Vendors on Scrutinized Companies List. Contractor certifies that it and any of its affiliates are not scrutinized companies as identified in Section 287.135, F.S. In addition, Contractor agrees to observe the requirements of Section 287.135, F.S., for applicable sub-agreements entered into for the performance of work under this Agreement. Pursuant to Section 287.135, F.S.,the Commission may immediately terminate this Agreement for cause if the Contractor, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are placed on any applicable scrutinized companies list or engaged in prohibited contracting activity during the term of the Agreement.As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative. C. Discriminatory Vendors. Contractor shall disclose to the Commission, in writing, if they, their subrecipient, contractor, or subcontractor, are on the Discriminatory Vendor List maintained by the Florida Department of Management Services pursuant to Section 287.134(3)(d), F.S. "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid,proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid,proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids,proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." Section 287.134(2)(a), F.S. Contractor has a continuing duty to disclose to the Commission whether they appear on the discriminatory vendor list. D. Prompt Disclosure of Litigation,Investigations,Arbitration, or Administrative Proceedings. Throughout the term of the Contract, Contractor has a continuing duty to promptly disclose to the Commission's Contract Manager, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings (Proceedings)relating to or affecting the Contractor's ability to perform under this contract. If the existence of such Proceeding causes the Commission concern that the Contractor's ability or willingness to perform the Contract is jeopardized, Contractor may be required to provide the Commission with reasonable assurances to demonstrate that: a.) Contractor will be able to perform the Contract in accordance with its terms and conditions; and, b.) Contractor and/or its employees, agents or subcontractor(s) have not and will not engage in conduct in performing services for the Commission which is similar in nature to the conduct alleged in such Proceeding. Section 17. INSURANCE. If the Contractor is a state or federal agency with self-insurance, Contractor warrants and represents that it is insured, or self-insured for liability insurance, in accordance with applicable state or federal law and that such insurance or self-insurance offers protection applicable to the Contractor's officers, employees, servants and agents while acting within the scope of their employment with the Contractor. Governmental Vendor Contract Last Revised: 11.1.2022 Page 12 of 26 FWC Contract No. 23007 If the Contractor is not a state or federal agency with self-insurance,then the following applies: A. Reasonably Associated Insurance. During the term of the Contract, the Contractor, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits as may be reasonably associated with the Contract.Providing and maintaining adequate insurance coverage is a material obligation of the Contractor, and failure to maintain such coverage may void the Contract. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through insurers licensed and authorized to write policies in Florida. B. Workers Compensation. To the extent required by Chapter 440, F.S., the Contractor will either be self-insured for Worker's Compensation claims or will secure and maintain during the life of this Contract, Worker's Compensation Insurance for all of its employees connected with the work of this project, with minimum employers' liability limits of$100,000.00 per accident, $100,000.00 per person, and $500,000.00 policy aggregate. Such policy shall cover all employees engaged in any contract work. If any work is subcontracted, the Contractor shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation Law (Chapter 440, ES.). In case any class of employees engaged in hazardous work under this Contract is not protected under Workers' Compensation statutes, the Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Contractor, for the protection of its employees not otherwise protected. Employers who have employees who are engaged in work in Florida must use Florida rates, rules, and classifications for those employees. C. General Liability Insurance. By execution of this Contract, unless Contractor is a state agency or subdivision as defined by Subsection 768.28(2), F.S. or unless otherwise provided for in Attachment A generally, and specifically Attachment B and as applicable in Attachment C, the Contractor shall provide reasonable and adequate commercial general liability insurance coverage and hold such liability insurance at all times during the Contract.A self-insurance program established and operating under the laws of the State of Florida may provide such coverage. D. Insurance Required for Performance. During the Contract term, the Contractor shall maintain any other types and forms of insurance required for the performance of this Contract as required in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. E. Written Verification of Insurance. Upon execution of this Contract, the Contractor shall provide the Commission written verification of the existence and amount for each type of applicable insurance coverage.Within thirty (30) days of the effective date of the Contract, Contractor shall furnish proof of applicable insurance coverage to the Commission's Contract Manager by standard Association for Cooperative Operations Research and Development(ACORD) form certificates of insurance. In the event that any applicable coverage is cancelled by the insurer for any reason, Contractor shall immediately notify the Commission's Contract Manager in writing of such cancellation and shall obtain adequate replacement coverage conforming to the Governmental Vendor Contract Last Revised: 11.1.2022 Page 13 of 26 FWC Contract No. 23007 requirements herein and provide proof of such replacement coverage within fifteen (15)business days after the cancellation of coverage. F. Commission Not Responsible for Insurance Deductible. The Commission shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of Contractor providing such insurance. Section 18. SPONSORSHIP. As required by Section 286.25, F.S.,if the Contractor is a nongovernmental organization which sponsors a program financed wholly or in part by state funds,including any funds obtained through this Contract,it shall,in publicizing, advertising,or describing the sponsorship of the program, state: "Sponsored by(Contractor's name) and the State of Florida, Fish and Wildlife Conservation Commission."If the sponsorship reference is in written material, the words "State of Florida, Fish and Wildlife Conservation Commission" shall appear in the same size letters or type as the name of the Contractor's organization.Additional sponsorship requirements may be specified in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. Section 19. PUBLIC RECORDS. A. All records in conjunction with this Contract shall be public records and shall be treated in the same manner as other public records that are under Chapter 119, F.S. B. This Contract may be unilaterally canceled by the Commission for refusal by the Contractor to allow public access to all documents,papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Contractor in conjunction with this Contract,unless exemption for such records is allowable under Florida law. C. If the Contractor meets the definition of"Contractor"in Section 119.0701(1)(a)F.S., the Contractor shall comply with the following: i. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF THE CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 850-488-6553, RecordsCustodianf y wc.c , and 620 South Meridian Street, Tallahassee FL 32399 ii. Keep and maintain public records required by the Commission to perform the service. in. Upon request from the Commission's custodian of public records,provide the Commission with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law. iv. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Governmental Vendor Contract Last Revised: 11.1.2022 Page 14 of 26 FWC Contract No. 23007 contract term and following completion of the contract if the Contractor does not transfer the records to the Commission. v. Upon completion of the contract transfer, at no cost, to the Commission all public records in possession of the Contractor or keep and maintain public records required by the Commission to perform the service. If the Contractor transfers all public records to the Commission upon completion of the contract,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If the Contractor keeps and maintains public records upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the Commission,upon request from the Commission's custodian of public records,in a format that is compatible with the information technology systems of the Commission. Section 20. COOPERATION WITH INSPECTOR GENERAL. Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor,understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit,inspection,review, or hearing.Upon request of the Inspector General or any other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include,but shall not be limited to,the Contractor's business or financial records, documents,or files of any type or form that refer to or relate to the Agreement. The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include but shall not be limited to salaries of investigators,including overtime; travel and lodging expenses; and expert witness and documentary fees. Section 21. SECURITY AND CONFIDENTIALITY. The Contractor shall maintain the security of any information created under this Contract that is identified or defined as "confidential"in Attachment A generally, and specifically Attachment B and as applicable in Attachment C. The Contractor shall not divulge to third Parties any confidential information obtained by the Contractor or its agents, distributors,resellers, subcontractors, officers or employees in the course of performing Contract work. To ensure confidentiality, the Contractor shall take appropriate steps regarding its personnel, agents, and subcontractors.The warranties of this paragraph shall survive the Contract. Section 22. RECORD KEEPING REQUIREMENTS. A. Contractor Responsibilities. The Contractor shall maintain accurate books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract, in accordance with generally accepted accounting principles. B. State Access to Contractor Books,Documents,Papers, and Records. The Contractor shall allow the Commission, the Chief Financial Officer of the State of Florida, the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability or authorized representatives of the state or federal government to have access to any of Governmental Vendor Contract Last Revised: 11.1.2022 Page 15 of 26 FWC Contract No. 23007 Contractor's books, documents,papers, and records, including electronic storage media, as they may relate to this Contract, for the purposes of conducting audits or examinations or making excerpts or transcriptions. C. Contractor Records Retention. Unless otherwise specified in the Attachment A, these records shall be maintained for five (5) fiscal years following the close of this Contract, or the period required for this particular type of pro]ect by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records-management/general-records-schedules/), whichever is longer. Contractor shall cooperate with the Commission to facilitate the duplication and transfer of such records upon the Commission's request. D. Contractor Responsibility to Include Records Requirements—Subcontractors. In the event any work is subcontracted under this Contract, Contractor shall include the aforementioned audit and record keeping requirements in all subcontract agreements. E. Compliance with Federal Funding Accountability and Transparency. Any federal funds awarded under this Contract must comply with the Federal Funding Accountability and Transparency Act(FFATA) of 2006. The intent of the FFATA is to empower every American with the ability to hold the government accountable for each spending decision. The result is to reduce wasteful spending in the government. The FFATA legislation requires that information on federal awards (federal financial assistance and expenditures)be made available to the public via a single, searchable website: www.USASpendinLY.Yov. Grant recipients awarded a new Federal grant greater than or equal to $25,000.00 awarded on or after October 1, 2010, are subject to the FFATA. Contractor agrees to provide the information necessary, over the life of this Contract, for the Commission to comply with this requirement. Section 23. FEDERAL COMPLIANCE. As applicable, Contractor shall comply with all federal laws,rules, and regulations,including but not limited to: A. Clean Air Act and Water Pollution Control Act. All applicable standards, orders, or requirements issued under the Clean Air Act(42 U.S.C. 7401-7671q), and the Water Pollution Control Act(33 U.S.C. 1251-1387, as amended). B. Lacey Act, 16 U.S.0 3371-3378. This Act prohibits trade in wildlife, fish and plants have been illegally taken,possessed, transported or sold. C. Magnuson-Stevens Fishery Conservation and Management Act, 16 U.S.C. 1801-1884. This Act governs marine fisheries in Federal waters. D. Migratory Bird Treaty Act, 16 U.S.C. 703-712. The Act prohibits anyone, unless permitted, to pursue, hunt, take, capture, kill, attempt to take, capture or kill,possess, offer for sale, sell, offer to purchase, deliver for shipment, ship, cause to be shipped, deliver for transportation, transport, cause to be transported, carry or cause to be carried by any means whatsoever, receive for shipment, transport of carriage, or export, at any time, or in any manner, any migratory bird, or any part, nest, or egg of such bird. Governmental Vendor Contract Last Revised: 11.1.2022 Page 16 of 26 FWC Contract No. 23007 E. Endangered Species Act, 16 U.S.C. 1531, et seq. The Act provides a program for the conservation of threatened and endangered plants and animals and the habitat in which they are found. The Act also prohibits any action that cause a"taking"of any listed species of endangered fish or wildlife.Also, generally prohibited are the import, export,interstate, and foreign commerce of listed species. Section 24. FEDERAL FUNDS. No Federal Funds are applied to this Contract, therefore, the following terms and conditions do not apply. A. Prior Approval to Expend Federal Funds to Federal Agency or Employee. It is understood and agreed that the Contractor is not authorized to expend any federal funds under this Contract to a federal agency or employee without the prior written approval of the awarding federal agency. B. Equal Employment Opportunity. Executive Order 11246 of September 24, 1965, entitled"Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Part 60-1.4). 41 CFR Part 60-1.4 is hereby incorporated by reference. C. Davis-Bacon Act. Unless exempt, the Davis-Bacon Act, 40 U.S.C. 3141-3148, as supplemented by Department of Labor regulations at 29 CFR Part 5, is applicable to contractors and subcontractors performing on federally funded or assisted contracts in excess of$2,000.00 for the construction, alteration, or repair(including painting and decorating) of public buildings or public works. Under this Act, contractors and subcontractors must pay their laborers and mechanics employed under the contract no less than the locally prevailing wages and fringe benefits for corresponding work on similar projects in the area. Davis-Bacon Act does not apply if federal funding is solely provided by the American Rescue Plan Act(ARPA). D. Copeland"Anti-Kickback Act". i. Contractor.The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 CFR Part 3 as may be applicable,which are incorporated by reference into this contract. ii. Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all these contract clauses. iii. Breach.A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 CFR § 5.12. E. Contract Work Hours and Safety Standards Act 29 CFR 5.5(b) Contract Work Hours and Safety Standards Act is hereby incorporated by reference. Governmental Vendor Contract Last Revised: 11.1.2022 Page 17 of 26 FWC Contract No. 23007 F. Rights to Inventions If this Contract is supported by federal funds and meets the definition of"funding agreement"under 37 CFR Part 401.2(a) then the Contractor must comply with all requirements of 37 CFR Part 401. G. Energy Efficiency. Mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871) applies. H. Debarment and Suspension Contractor Federal Certification i. This Contract is a covered transaction for purposes of 2 CFR Part 180 and 2 CFR Part 3000.As such,the contractor is required to verify that none of the contractor's principals (defined at 2 CFR § 180.995) or its affiliates (defined at 2 CFR § 180.905) are excluded(defined at 2 CFR § 180.940) or disqualified(defined at 2 CFR § 180.935). ii. The contractor must comply with 2 CFR Part 180, subpart C and 2 CFR Part 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. iii. This certification is a material representation of fact relied upon by(insert name of recipient/subrecipient/applicant). If it is later determined that the contractor did not comply with 2 CFR Part 180, subpart C and 2 CFR Part 3000, subpart C,in addition to remedies available to (insert name of recipient/subrecipient/applicant), the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. iv. The bidder or proposer agrees to comply with the requirements of 2 CFR Part 180, subpart C and 2 CFR Part 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. I. Byrd Anti-Lobbying Amendment Contractors awarded $100,000 or more in Federal funds shall file the required certification. Contractors shall file the required certification with the Commission Contract Manager five (5)business days after contract execution. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 USC Part 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Contractor who in turn will forward the certification(s) to the Commission. J. Procurement of Recovered Materials i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired a. Competitively within a timeframe providing for compliance with the contract performance schedule; Governmental Vendor Contract Last Revised: 11.1.2022 Page 18 of 26 FWC Contract No. 23007 b. Meeting contract performance requirements; or c. At a reasonable price. ii. Information about this requirement, along with the list of EPA- designated items,is available at EPA's Comprehensive Procurement Guidelines. iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. K. Domestic Preference for Procurements i. As appropriate and to the extent consistent with law,the Contractor should, to the greatest extent practicable under a Federal award,provide a preference for the purchase, acquisition, or use of goods,products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts including all contracts for work or products under this contract. ii. For purposes of this section: a. "Produced in the United States"means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. b. "Manufactured products"means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum;plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass,including optical fiber; and lumber. L. Compliance with Office of Management and Budget Circulars. As applicable, Contractor shall comply with the following Office of Management and Budget(OMB) Uniform Guidance (2 CFR 200). M. Drug Free Workplace. Pursuant to the Drug-Free Workplace Act of 1988, the Contractor attests and certifies that the contractor will provide a drug-free workplace compliant with 41 U.S.C. 81. N. American Rescue Plan Act(ARPA) of 2021. If this Contract relies on ARPA federal funds, then the following shall apply: i. Contractors shall provide their Unique Entity Identifier(UEI) and any other financial information requested in the sam. financial registration process to the Commission prior to Contract execution. ii. Public Law 117-2,American Rescue Plan Act of 2021, Title XI-Committee of Finance Subtitle M; Section 9901. iii. Coronavirus State Fiscal Recovery Fund(SFRF) (31 CFR Part 35). iv. Office of Management and Budget(OMB) Uniform Guidance (2 CFR 200). V. US Department of Treasury, Compliance and Reporting Guidance State and Local Recovery Funds, as amended. Governmental Vendor Contract Last Revised: 11.1.2022 Page 19 of 26 FWC Contract No. 23007 O. Build America,Buy America (BABA) provision of the Infrastructure Investment and Jobs Act (IIJA) of 2021. (117 P.L. 58). If federal funds are awarded to be used in this Contract for any project involving construction, alteration, maintenance, or repair of infrastructure in the United States, and if the project involves infrastructure as defined by §70912(5) of BABA, which includes,but is not limited to roads, highways, and bridges;public transportation; dams,ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems,including drinking water and wastewater systems; electrical transmission facilities and systems; utilities;broadband infrastructure; and buildings and real property; then: i. All iron and steel, manufactured products, and construction materials used in the project must be produced in the United States. ii. The BABA provision applies to all articles, materials, and supplies consumed in,incorporated into, or affixed to an infrastructure project for federal awards on or after May 14, 2022. iii. All subcontractors, successors, or assignees to this Contract will be held to the same requirements as the original Parties to this Contract. iv. The BABA provision does not apply to tools, equipment, and supplies brought to the construction site and removed at or before completion of the infrastructure project.Nor does the BABA provision apply to equipment and furnishings used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. Section 25. CONTRACT-RELATED PROCUREMENT. A. PRIDE. In accordance with Section 946.515(6), F.S.,if a product or service required for the performance of this Contract is certified by or is available from Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE) and has been approved in accordance with Subsection 946.515(2), F.S., the following statement applies: It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this contract shall be purchased from [PRIDE] in the same manner and under the same procedures set forth in Subsections 946.515(2) and(4), F.S.; and for purposes of this contract the person, firm or other business entity carrying out the provisions of this contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned. The above clause is not applicable to subcontractors unless otherwise required by law.Additional information about PRIDE and the products it offers is available at http://www.pride-enterprises.org. B. Respect of Florida. In accordance with Subsection 413.036(3), F.S., if a product or service required for the performance of this Contract is on the procurement list established pursuant to Subsection 413.035(2), F.S., the following statement applies: It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped Governmental Vendor Contract Last Revised: 11.1.2022 Page 20 of 26 FWC Contract No. 23007 that is qualified pursuant to Chapter 413, F.S.,in the same manner and under the same procedures set forth in Subsections 413.036(1) and(2), F.S.; and for purposes of this contract, the person, firm or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the state agency insofar as dealings with such qualified nonprofit agency are concerned. Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org. C. Procurement of Recycled Products or Materials. Contractor agrees to procure any recycled products or materials which are the subject of or are required to carry out this Contract in accordance with Section 403.7065, F.S. Section 26. INDEMNIFICATION. If the Contractor is a state agency or subdivision, as defined in Subsection 768.28(2), F.S.,or a governmental entity as defined in Subsection 287.012(14),F.S.,neither Party indemnifies nor insures the other Party for the other Party's negligence.If Contractor is not a state agency or subdivision as defined above, the Contractor shall be fully liable for the actions of its agents, employees,partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and the Commission, and their officers, agents, and employees, from suits, actions,damages, and costs of every name and description,including attorneys'fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by the Contractor,its agents, employees,partners,or subcontractors,provided,however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or the Commission. However,nothing contained herein shall constitute a waiver by the Commission of its sovereign immunity or the provisions of Section 768.28, Florida Statutes. Section 27. NON-DISCRIMINATION. No person, on the grounds of race, color,religion, gender,pregnancy,national origin, age,handicap, or marital status, shall be excluded from participation in,be denied the proceeds or benefits of, or be otherwise subjected to discrimination in performance of this Contract. Section 28. MEDIATION. In the event of any claim or dispute arising by or between the Commission and the Contractor, each Party shall continue to perform as required under the Contract,notwithstanding the existence of such claim or dispute,it being acknowledged that time is of the essence.This provision includes,but is not limited to,the obligation to continue to perform under the Contract notwithstanding disputes as to amounts due for payment hereunder. Except for any claim, dispute, or matter in question that has been waived by the acceptance of final payment,or that is otherwise barred by the applicable statute of limitations or other provision of law, any claim,dispute, or other matter in question arising out of, or relating to the Contract or the breach thereof, shall be first submitted to non-binding mediation by a single mediator in Tallahassee, Florida The Party making a claim or dispute shall notify the other in writing of its claim or dispute within ten working days of the event giving rise to the claim or dispute. i. Such notice shall give the other Party ten working days from receipt of the notice to respond in writing. Governmental Vendor Contract Last Revised: 11.1.2022 Page 21 of 26 FWC Contract No. 23007 ii. If the Party initiating such notice is not satisfied with the response, then it shall invoke this clause initiating non-binding mediation by sending a demand for mediation in writing to the other Party within seven(7) days. iii. The Parties have two weeks after notice to agree in writing upon a mediator. iv. If the Parties cannot agree upon a Florida Supreme Court certified mediator, then the Parties shall request the Chief Judge of the Second Judicial Circuit in Leon County, Florida, to appoint a Florida Supreme Court certified mediator. a. The mediator's fees shall be born equally by the Parties involved in the mediation and shall pay all of its own attorneys'fees and expenses related to the mediation unless otherwise agreed. b. Unless otherwise agreed by the Parties in writing, such mediation shall take place within forty- five (45) days of the appointment of or agreement to the mediator if the mediator's schedule so allows. c. The terms of this Contract and any dispute relating thereto will be governed by the laws of the State of Florida, any litigation will be brought in the state or federal court in and for Tallahassee, Florida, and you agree to submit to the exclusive jurisdiction of the state and federal courts located in and for the Leon County, State of Florida. d. All Parties agree to negotiate in good faith in an effort to settle any dispute.All Parties shall have a representative present at mediation with the authority to settle the case. V. Any resolution achieved at mediation shall be set forth in a written settlement agreement. vi. The Contractor shall require all the dispute resolution provisions and requirements set out in this Article in each contract it makes with any Subcontractor,material supplier, equipment supplier, or fabricator. vii. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations, or otherwise. Unless otherwise agreed in writing, the Contractor shall carry on the Work and maintain its performance of this Contract during any claim, dispute,or mediation. If any matter sought to be mediated by the Commission or the Contractor involves a claim or other matter by or against any Subcontractor, any Separate Contractor, or any other third party, or any such entity is reasonably necessary to be joined in the mediation to permit a full and complete disposition of the dispute submitted hereunder, then the Subcontractor, Separate Contractor or third party shall be joined by personal service of the notice demanding mediation. Such termination of the mediation shall not preclude any Party from commencing any judicial proceeding in a court of competent jurisdiction in Leon County, Florida,providing the claims sought to be decided are not otherwise barred. Any demand for mediation and any answer to such demand must contain a written statement of each claim alleged and the dollar amount in controversy sought in each claim. Should mediation fail to resolve the claim submitted,the Parties may then proceed to seek applicable remedies at law. Governmental Vendor Contract Last Revised: 11.1.2022 Page 22 of 26 FWC Contract No. 23007 The agreement to mediate set forth in this Section shall apply to, and become part of, any Subcontract, any contract into which these conditions are incorporated by reference or otherwise, and the Parties to such contract shall mediate all disputes arising out of,or in any way relating to, that contract or the Project in accordance with the provisions of this Section. Section 29. SEVERABILITY,CHOICE OF LAW,AND CHOICE OF VENUE. This Contract has been delivered in the State of Florida. Florida law governs this Contract, all agreements arising under or out of this Contract, and any legal action or other proceeding of any kind designed to resolve a dispute that arises out of or relates to this Contract.Wherever possible, each provision of this Contract shall be interpreted in such manner as to be effective and valid under applicable law. If a court or other tribunal finds any provision of this Contract unenforceable as written, the unenforceable provision(s) shall be ineffective to the extent of such prohibition or invalidity,without invalidating the remainder of such provision and the remaining provisions of this Contract.The Parties have selected the Second Judicial Circuit in Leon County, Florida, as the mandatory and exclusive forum for resolving any dispute,in law or equity,that arises out of or relates to the Parties'transactions. By signing this Contract, Contractor affirms that Contractor considers the Second Judicial Circuit to be a fair and convenient forum for any legal action or other proceeding of any kind designed to resolve such a dispute. Contractor will not initiate in any other forum a legal action or other proceeding to which this provision applies. Section 30. JURY TRIAL WAIVER. As part of the consideration for this Contract, the Parties hereby waive trial by jury in any action or proceeding brought by any Party against any other Party pertaining to any matter whatsoever arising out of or in any way connected with this Contract, or with the products or services provided under this Contract,including but not limited to any claim by the Contractor of quantum meruit. Section 31. NO THIRD-PARTY RIGHTS. The Parties hereto do not intend,nor shall this Contract be construed to grant any rights,privileges or interest to any person not a party to this Contract. Section 32. PROHIBITION OF UNAUTHORIZED ALIENS. In accordance with Federal Executive Order 96-236, the Commission shall consider the employment by the Contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationalization Act. Such violation shall be cause for unilateral cancellation of this Contract if the Contractor knowingly employs unauthorized aliens. Section 33. EMPLOYMENT ELIGIBILITY VERIFICATION(E-VERIFY). A. Requirement to Use E-Verify. Section 448.095(2) Florida Statute requires the Contractor to: 1.) utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the Contract term; and 2.) include in all subcontracts under this Contract, the requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the subcontract. Governmental Vendor Contract Last Revised: 11.1.2022 Page 23 of 26 FWC Contract No. 23007 B. E-Verify Online. E-Verify is an Internet-based system that allows an employer, using information reported on an employee's Form I-9, Employment Eligibility Verification, to determine the eligibility of all new employees hired to work in the United States. The Department of Homeland Security's E-Verify system can be found online at https://www.e-verify_ ov. C. Enrollment in E-Verify. As a condition precedent to entering a Contract with the Commission, Contractors and Subcontractors shall register with and use the E-Verify system. Failure to do so shall result in the Contract not being issued, or if discovered after issuance, termination of the Contract. D. E-Verify Recordkeeping. The Contractor further agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the Commission or other authorized state entity consistent with the terms of the Contractor's enrollment in the program. This includes maintaining a copy of proof of the Contractor's and subcontractors' enrollment in the E-Verify Program. If a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The contractor shall maintain a copy of such affidavit for the duration of the contract. E. Employment Eligibility Verification & Compliance. Compliance with the terms of the Employment Eligibility Verification provision is made an express condition of this Contract and the Commission may treat a failure to comply as a material breach of the agreement. If the Commission terminates the Contract pursuant to Section 448.095(2)(c) Florida Statute, the contractor may not be awarded a public contract for at least I year after the date on which the contract was terminated and the Contractor is liable for any additional costs incurred by The Commission as a result of the termination of this Contract. Section 34. FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE. Neither Party shall be liable to the other for any delay or failure to perform under this Contract if such delay or failure is neither the fault nor the negligence of the Party or its employees or agents and the delay is due directly to acts of God,wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Party's control,or for any of the foregoing that affects subcontractors or suppliers if no alternate source of supply is available. However,in the event of delay from the foregoing causes,the Party shall take all reasonable measures to mitigate any and all resulting delay or disruption in the Party's performance obligation under this Contract.If the delay is excusable under this paragraph, the delay will not result in any additional charge or cost under the Contract to either Party.In the case of any delay Contractor believes is excusable under this paragraph, Contractor shall notify the Commission's Contract Manager in writing of the delay or potential delay and describe the cause of the delay either: (1)within ten (10) calendar days after the cause that creates or will create the delay first arose, if Contractor could reasonably foresee that a delay could occur as a result; or(2)within five (5) calendar days after the date Contractor first had reason to believe that a delay could result,if the delay is not reasonably foreseeable. THE FOREGOING SHALL CONSTITUTE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY.Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. The Commission,in its sole discretion,will determine if the delay is excusable under this paragraph and will notify Contractor of its decision in writing.No claim for damages, other Governmental Vendor Contract Last Revised: 11.1.2022 Page 24 of 26 FWC Contract No. 23007 than for an extension of time, shall be asserted against the Commission. Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Commission for direct,indirect, consequential, impact, or other costs, expenses or damages,including but not limited to costs of acceleration or inefficiency arising because of delay, disruption,interference, or hindrance from any cause whatsoever.If performance is suspended or delayed,in whole or in part,due to any of the causes described in this paragraph, after the causes have ceased to exist, Contractor shall perform at no increased cost,unless the Commission determines,in its sole discretion, that the delay will significantly impair the value of the Contract to the Commission or the State,in which case,the Commission may do any or all of the following: (1) accept allocated performance or deliveries from Contractor,provided that Contractor grants preferential treatment to the Commission with respect to products or services subjected to allocation; (2)purchase from other sources (without recourse to and by Contractor for the related costs and expenses) to replace all or part of the products or services that are the subject of the delay,which purchases may be deducted from the Contract quantity; or(3) terminate the Contract in whole or in part. Section 35. MEDIA REQUESTS. Contractors shall refer all requests by the media or public relations personnel to the Commission's Contract Manager. Contractors must submit a written request for permission before consulting with the media and,if approved,the Commission may provide consultation and talking points. In relation to this Contract, Contractors will not issue news releases,post social media content,respond to questions,nor will Contractors make statements on behalf of the Commission or its partners without prior direction and the Commission's written approval.Production and filming requests related to this Contract shall be processed through the Commission only. Section 36. USE OF SMALL UNMANNED AIRCRAFT SYSTEMS Unless superseded or otherwise further described in Attachment A B, or C,if the Contractor intends to use a small Unmanned Aircraft System (sUAS) at any time throughout the duration of the Contract, the Contractor shall request approval from the Commission in writing prior to use.Upon request by the Commission,the Contractor shall provide all required documentation, such as license or certification, flight plans, and registrations. The Commission will notify the Contractor in writing of the approval or rejection of the request. If approved, the Contractor will be provided with the Commission's policies, and is responsible and liable for adhering to any and all rules and regulations,including the Commissions policies, applicable to operating the sUAS. Section 37. ENTIRE CONTRACT. This Contract with all incorporated attachments and exhibits represents the entire Contract of the Parties.Any alterations,variations, changes,modifications or waivers of provisions of this Contract shall only be valid when they have been reduced to writing, and duly signed by each of the Parties hereto,unless otherwise provided herein.In the event of conflict, the following order of precedence shall prevail: this contract and its attachments, the terms of the solicitation and the Contractor's response to the solicitation. REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW Governmental Vendor Contract Last Revised: 11.1.2022 Page 25 of 26 FWCNo.23007 Contract SIGNATURES IN WITNESS WHEREOF,the Parties hereto have caused this Contract to be executed through their duly authorized signatories on the day and year last written below. • CONTRACTOR EXECUTION SIGNATURE : COMMISSION EXECUTION SIGNATURE FloridaFish and Wildl�fe. Conservation nMonroe County Board of Commissioners Commission Jessica Digitally.signed by Jessica :-,Crawf2024 d • Crawford Date: .06.03 • 65504'00' '`• 14�3 Contractor Signature Executive Director(or.Designee)Signature Jessica Holly Merrill Rascheiii. :. Crawfo rd • Print Name Print Name _ Chiefof Staff P• r A i `,.her.,: ;;?-`�M,,..'_�� _ . . _ Title . r � Title elPf:::'1%:''it4 4,;:„.„,;\ 1 „,,,:;.,E.,,s;,, 1 N 2.02.ti _6/3/2024 D e -. -..°;. jL ,r._'\. t: Kevin Madok,Clerk Date • 'I,t.. f''',-,-'''.- -7.-----1,7f.f.,-:-.V/ \''''',,:-.7-.:::-.:1-:,;'' .s, \r, �-�` MAI) s Deputy terk ATTACHNIENi Attachments in this Agreement include,the following • Attachment'A,Scope.of Work MONROE COATTORNEY APP TO FORM • Attachment B:,Task. Assignment • Attachment:C,Task Assignment Change Order • Attachment D,Task Assignment Invoice Reporting Form ,I ` "IMORRIS ASSISTANT COUNIN ATTORNEY Date 1191 024 c ,.'; � .— t -- S. t P Governmental Vendor Contract Last Revised: 11.1.2022 Page 26 of 26 FWC Contract No. 23007 Attachment A SCOPE OF SERVICES 1. DESCRIPTION OF GOODS AND SERVICES PROCURED, OR PROJECT WORK PLAN Background — The Fish and Wildlife Conservation Commission's Invasive Plant Management Section (IPMS) is the designated lead entity in Florida responsible for coordinating and funding the statewide control of invasive aquatic and upland plants in public waterways and on public conservation land. The Uplands Program funds individual invasive plant control projects on public conservation land,based upon the recommendations from its eleven Regional Working Groups. The Uplands Program melds these regional priorities into an efficient and cost-effective statewide control program. To maximize operational funding of projects, the Uplands Program contracts with a few government agencies to conduct work. Upland invasive plant control services will be performed on a Task Assignment (Attachment B) basis, whereas projects within Monroe County will be issued a Task Assignment providing there are sufficient funds and the Commission has determined it to be in the State's best interest to contract through the County. Support of the Commission's Mission — Funding for the Uplands Program is provided through the Land Acquisition Trust Fund Control Trust Fund as set forth in Section 369.252(4), F.S., which reads: "use funds in the Invasive Plant Control Trust Fund ... for the purpose of controlling nonnative, upland,invasive plant species on public lands." The mission of the Uplands Program is to achieve maintenance control of invasive exotic plants such as cogon grass (Imperata cylindrica), melaleuca (Melaleuca quinquenervia), Brazilian pepper (Schinus terebinthifolius), Old World climbing fern (Lygodium microphyllum), and Japanese climbing fern (L.japonicum) on public conservation land. Once invasive plants become established in native habitats, eradication is difficult, if not impossible to achieve. Thus, continuous maintenance of invasive plants must occur to preserve native plant communities, sustain wildlife habitat, and provide outdoor recreational opportunities. Description of Goods and Services —The Contractor or its subcontractors shall at all times provide on- site a ground crew supervisor that is certified by the Florida Department of Agriculture and Consumer Services as part of the work force. Ground Crew Supervisors will be responsible for: 1) coordination with program site manager on a daily/weekly basis; 2) all control activities and safety on project sites; 3) assuring that all contract crews are knowledgeable of, and remain within property and treatment boundaries; 4) assuring appropriate herbicide labels, Material Safety Data Sheets (MSDS), and a copy of the fully executed task assignment with maps are on site; 5) avoid damage to native vegetation and wildlife; and 6) strict adherence to all herbicide label application, precautionary, and safety statements. The Contractor will be responsible for providing applicators with all supplies and equipment for upland invasive exotic plant control, including vehicles, watercraft for transportation to work sites, GPS equipment for collecting site positions, herbicides and adjuvants, sprayers, machetes, hand tools, chainsaws, brush cutters, safety equipment, potable water, and suitable communications capability to facilitate operational coordination and safety of crew members. Contractor shall be responsible for obtaining all permits related to the control and disposal of targeted vegetation unless otherwise noted in the Task Assignment(Attachment B). Page 1 of 5 FWC Contract No. 23007 The Contractor shall provide the Commission, at the conclusion of each Task Assignment (Attachment B), a written record of: (a)total gallons of herbicides applied on the Task Assignment Invoice Reporting Form (Attachment D); (b)total acres controlled, and cover class of each species treated; (c) a shapefile of the final treatment boundary. All control efforts shall be at least 95% effective in preventing re-sprout of all target vegetation. If 95% kill rate is not achieved for any area of the project after two months following project completion, one additional thorough treatment of the plant species listed in the Task Assignment(Attachment B) will be the responsibility of the Contractor at no cost to the Commission. 2. DELIVERABLES Specific Project Deliverables — Provide terrestrial vegetation control services in accordance with designated area(s) of the public conservation land identified by the Task Assignment. Work shall consist of the Contractor systematically traversing, locating, and treating 100% of the listed invasive plants with the result of a minimum of 95% of target plants being killed. Work shall be conducted pursuant to details stated in the current executed Task Assignment and any executed Change Order for the Task Assignment. The FWC Contract Manager for the Invasive Plant Management Section may issue modifications to the Task Assignment altering the scope of the invasive plant control authorized (increase or decrease acres, add or remove plant species, change units or unit boundaries). The Section Leader of the Invasive Plant Management Section may issue modifications to the Task Assignment reducing the funding amount and any changes to the Term. The Contractor is not authorized to perform work on any additional sites until such time as the FWC and the Contractor have fully executed a Change Order for said additional work. Any work performed by the Contractor contrary to the Task Assignment shall be at the Contractor's expense. The Contractor is authorized to subcontract. Timeline for Completion — The Contractor shall submit invoices in accordance with the invoicing schedule outlined in each executed Task Assignment(Attachment B) or Task Assignment Change Order (Attachment Q. An invoice is submitted after work has been completed by the Contractor. All detailed invoice supporting documentation including,but not limited to, Task Assignment Reporting Form,payroll information, chemical invoices shall be maintained on file and available upon request. One final invoice must be submitted upon completion of work within the time-period given by the FWC Contract Manager. The invoice must reflect the FWC Contract number, the Task Assignment number, and the Dates of Service. 3. FINANCIAL CONSEQUENCES If the Contractor fails to meet the established minimum performance level for the specified deliverables, the Commission shall reduce payment by five (5) percent. Allowance will be for non-compliance to minimum performance levels if the reason is due to circumstances beyond the Contractor's control. Additionally, if the Contractor materially fails to comply with the terms and conditions of the Contract, including any Federal or State statutes, rules, or regulations applicable to the Contract, the Commission may take one or more of the following actions; as appropriate for the circumstances: Page 2 of 5 FWC Contract No. 23007 A) Temporarily withhold cash payments pending corrections of the deficiency by the Contractor. B) Disallow all or part of the cost of the activity or action not in compliance. C) Wholly or partially suspend or terminate the Contract. D) Take other remedies that may be legally available. 4. PERFORMANCE A. RESPONSIBILITIES OF THE CONTRACTOR: 1.Upon full execution of the Task Assignment,the Contractor will coordinate with the FWC Site Manager to establish a mutually agreeable work schedule. 2. A Ground Crew Supervisor, employed by the Contractor, will be present at all times when work on the site is underway. 3. Ground Crew Supervisors will be responsible for all control activities and safety on project sites. The Ground Crew Supervisor will assure contract crews are knowledgeable of, and remain within, property and treatment boundaries. Every effort shall be made by the Contractor to avoid damage to native vegetation and wildlife. 4. Ground Crew Supervisors will be pesticide applicators possessing current certification by the Florida Department of Agriculture and Consumer Services (FDACS) in the Natural Areas categories. A copy of each supervisor's FDACS certification will be provided to the FWC Site Manager prior to initiation of on- site supervisory duties. 5. The Ground Crew Supervisor may supervise a maximum of eight(8)field employees at any given time, unless otherwise noted in the Task Assignment. 6. The Ground Crew Supervisor shall be responsible for the collection, recording, and timely submission of all data and reports required. At weekly intervals and at the completion of initial treatments and site reassessment, a complete report will be submitted to the Site Manager detailing sites treated, number and size of plants killed, and type of treatment used. 7. The Contractor will strictly adhere to all herbicide label application, precautionary, and safety statements. 8. All control efforts shall be at least 95% effective in preventing re-sprout of treated target vegetation. If 95% kill rate is not achieved for any area of the project after project completion, one additional thorough treatment of the plant species listed in the project area will be the responsibility of the Contractor at no cost to the FWC. 9. The Contractor shall provide written notification to the Contract Manager upon completion of treatment event(s). 10. The Contractor shall forward an original invoice along with all corresponding documents via email to the contract manager. RESPONSIBILITIES OF THE FWC SITE MANAGER: 1. The Site Manager reserves the right to inspect, at any time,the Contractor's procedure, spray system(s), spray solution(s),and other ancillary equipment, and to approve operating personnel. Inspection,however, Page 3 of 5 FWC Contract No. 23007 will not relieve the Contractor of any obligations or responsibilities nor will it transfer any liability to the lands listed under "Project Location." 2. No additional work can be added to any Task Assignment without a fully executed Change Order. Additional work includes additional treatment areas or change in treatment methodology. 6. COMPENSATION AND PAYMENT Upland invasive plant control services will be paid on a fixed price basis to be determined for each Task Assignment(Attachment B). The Commission shall pay the Contractor on a fixed price basis in an amount not to exceed the amount specified on the executed Task Assignment for that fiscal year. This is a ten- year Master Agreement starting with zero dollars; however, each Task Assignment increases the Contract value,not to exceed $2,500,000 for the life of the Contract. Each project to be performed by the Contractor shall be authorized by a separate Task Assignment Notification Form (Attachment B). No minimum amount is guaranteed under this Contract. The Contractor is not authorized to perform any services or purchase any commodities that exceed the funding amount authorized for each Task Assignment. Upon completion and final payment of a Task Assignment, any funds remaining from that particular Task Assignment shall be unencumbered by the Commission. The Contractor hereby agrees that the Contractor or its subcontractors shall not commence work on a Task Assignment until said Task Assignment has been fully executed by both the Commission and the Contractor. The Commission may, at its sole discretion, extend or end the time allowed for completion of any project due to water levels, inclement weather, or fire (prescribed or wild). Therefore, FWC reserves the right to make partial payments to the Contractor at periodic intervals when a representative portion of the project has been completed as determined by the FWC Project manager. Partial payments will be based on acres as a deliverable unit. The Contractor shall satisfactorily perform the services described in each executed Task Assignment and executed Task Assignment Change Order. Fixed Price Payments Fixed price payment requests must include documentation evidencing the services provided for the period invoiced. Documentation must evidence the completion of all tasks required to be performed for the deliverable and must show that the provider met the minimum performance standards established in the agreement. 7. MONITORING SCHEDULE The Commission reserves the right to inspect, at any time, the Contractor's procedure, and treatment results. Inspection, however, will not relieve the Contractor of any obligations or responsibilities. The Commission will perform site inspections after work is completed to determine if 100% of the treatment boundary was treated and 95% control of target species was achieved. The Contractor will provide shapefiles of the treatment boundary and track logs from the treatment. Page 4 of 5 FWC Contract No. 23007 Remainder of Page Intentionally Left Blank Page 5 of 5 FWC Contract No. 23007 ATTACHMENT B- TASK ASSIGNMENT NOTIFICATION FORM Task Assignment Number: Date: Contractor Name: Monroe County Contractor's Contract Manager: FWC Contract Manager: Task Description: Deliverables: Invoicing: Tenn of Task Assignment: Task Assignment Type: Fixed Price Invoice Frequency: Amount not to exceed Funding Information: $ ORG. CODE1 EO I OBJ. CODE1 MOD. I SP. CAT.I PROJ. # I YEAR I AMOUNT I PID MONROE COUNTY BOARD OF FLORIDA FISH AND WILDLIFE COUNTY COMMISSIONERS CONSERVATION COMMISSION Mayor Date Contract Manager Date Contract Specialist Date IPM Section Leader/Designee Date FWC Contract No. 23007 Attachment C TASK ASSIGNMENT CHANGE ORDER FORM FWC CONTRACT NO.23007 Task Assignment Number: Date: Change Order: Contractor Name:Monroe County Contractor's Contract Manager: FWC Contract Manager: Task Assignment Term: DESCRIPTION OF CHANGE: CHANGE IN TASK AMOUNT: Item Fixed Price-Lump Sum Original task amount: $0.00 Task amount prior to this change order: $0.00 Net increase/decrease in task amount: $0.00 Task amount with all change orders: $0.00 CHANGE IN TASK TIME: Original task completion date: Completion date prior to this change: Net increase/decrease in task period: Completion date with all change orders: CHANGE IN FUNDING INFORMATION: ORG CODE I EO JOBJECT CODE IMODULE I SPEC.CAT. 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